Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. EIZO Corporation assumes no responsibility for this translation or for direct, indirect, or any
other form of damage which may arise as a result of this translation.
(Securities Code: 6737)
May 30, 2019

To Our Shareholders:
Yoshitaka Jitsumori
President & CEO
EIZO Corporation
153 Shimokashiwano, Hakusan,
Ishikawa, JapanNOTICE OF CONVOCATION OF
THE 52ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support.
You are hereby notified that the 52nd Ordinary General Meeting of Shareholders of EIZO
Corporation (the “Company”) will be held as described below. You are respectfully requested toattend the meeting.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via
the Internet. In such case, please review the attached “Reference Documents for the General
Meeting of Shareholders” and exercise your voting rights no later than 5:15 p.m. on Wednesday,June 19, 2019 (Japan time), following the guidance described below.

1.

Date and Time:

2.

Place:

3.

Meeting Agenda:
Items to be reported:

Thursday, June 20, 2019, at 10:00 a.m.
(The reception desk opens at 9:15 a.m.)Concert Hall, 1st floor, Hakusan City Matto Learning Center(Hakusan-shi Matto Gakushu Center)
305, Furushiro-machi, Hakusan-shi, Ishikawa, Japan
1.

2.

Item to be resolved:
Proposal 1:
Proposal 2:

Business Report, Consolidated Financial Statements andresults of audits of the Consolidated Financial Statements
by the Accounting Auditor and the Audit and Supervisory
Committee for the Company’s 52nd Fiscal Year (April 1,2018 - March 31, 2019)Non-consolidated Financial Statements for the Company’s
52nd Fiscal Year (April 1, 2018 - March 31, 2019)

Election of Three (3) Directors (excluding Directors serving as
Audit and Supervisory Committee Members)
Continuation of Policy on Countermeasures to Large-Scale
Acquisitions of the Company’s Shares

1

- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
- Pursuant to laws and regulations, and the provisions of Article 16 of the Articles of Incorporationof the Company, of the documents to be attached to this Notice, “Consolidated Statement of
Changes in Equity,” “Notes to Consolidated Financial Statements,” “Non-consolidated Statementof Changes in Equity” and “Notes to Non-consolidated Financial Statements” are posted on the
Company’s website below and are not provided in this Notice.
Therefore, the documents attached to this Notice are a part of the Consolidated Financial Statements
and Non-consolidated Financial Statements audited by the Accounting Auditor and the Audit andSupervisory Committee, in preparing their respective audit reports.
- If any revisions should be made to the Reference Documents for the General Meeting of
Shareholders, Business Reports, Consolidated Financial Statements, and Non-consolidated
Financial Statements, they will be posted on the Company’s website, as mentioned below.
- An explanatory meeting will be held after the General Meeting of Shareholders to deepen
shareholders’ understanding of the Company’s corporate strategy and business model. You arewelcome to attend.
- After the General Meeting of Shareholders, the outcomes of resolutions will be posted on the
Company’s website below.
The Company’s website (https://www.eizo.co.jp/ir/stock/invitation/)2

Exercise of Voting Rights:
If you are unable to attend the meeting, you may exercise your voting rights through either of themethods described below.
Exercise of your voting rights in writing
Please indicate your votes for or against the proposal on the enclosed Voting Rights Exercise
Form and return the form by mail so that it will arrive no later than 5:15 p.m. on Wednesday,June 19, 2019 (Japan time).
Exercise of your voting rights via the Internet
Please access the website for exercising voting rights (https://www.web54.net) and enter yourvotes for or against the proposal no later than 5:15 p.m. on Wednesday, June 19, 2019 (Japantime).
If you exercise your voting rights both in writing and via the Internet, your vote via the Internet will
be considered a valid exercise of voting rights. If you exercise your voting rights multiple times via
the Internet, or if you exercise your voting rights both via PC and mobile devices, etc., only the mostrecent vote will be considered a valid exercise of voting rights.

3

Reference Documents for the General Meeting of Shareholders
Proposal 1: Election of Three (3) Directors (excluding Directors serving as Audit andSupervisory Committee Members)
The terms of office of all three (3) Directors (excluding Directors serving as Audit andSupervisory Committee Members) will expire at the conclusion of this General Meeting of
Shareholders. Therefore, the election of three (3) Directors (excluding Directors serving as
Audit and Supervisory Committee Members) is proposed. With respect to this proposal, theCompany has already obtained the opinion of the Audit and Supervisory Committee that all of
the candidates for Director are qualified to serve.
The candidates for Director (excluding Directors serving as Audit and Supervisory Committee
Members) are as follows.
Candidate No.1

Name (Date of birth)
Yoshitaka Jitsumori(April 16, 1944)
Reappointment

Number of shares of theCompany held
146,400 shares
Attendance at the Boardof Directors meetings
8 out of 8

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
May 1994
Executive Director
June 1995*Senior Executive Director
June 1997*Executive Vice President
June 2001*President & CEO (to present)*Representative Director(Significant concurrent positions)
EIZO MS Corporation, President & CEO
EIZO Support Network Corporation, President & CEO
Irem Software Engineering Inc., Director
EIZO Inc., Director, Chairman
EIZO Nordic AB, Board Member
EIZO AG, Board of Administration Member
EIZO Europe GmbH, President & CEO[Reasons for the election of the candidate for Director]
As President & CEO, Mr. Yoshitaka Jitsumori has been overseeing themanagement of EIZO Group based on a wealth of experience, implementing
business strategies that leverage the Group’s strengths by demonstrating his
extensive knowledge and strong leadership, thereby contributing to its
enhanced corporate value. He has been nominated as a candidate for Director
because the Company expects that he will continue to contribute to the further
growth of the Group by appropriately executing his duties and supervising
corporate management as a Director.

4Candidate No.2

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
March 1979
April 2001
April 2006

Name (Date of birth)
Yuichi Murai(August 25, 1956)
Reappointment

Number of shares of theCompany held
10,668 shares
Attendance at the Boardof Directors meetings
8 out of 8

Joined the Company
Senior Manager, Human Resources Dept.
Operating Officer, Senior Manager, Human Resources
Dept.
Director, Operating Officer, Senior Manager, Human
June 2007
Resources Dept.
Director, Executive Operating Officer, Responsible for
October 2011
General Affairs and Human Resources, Senior
Manager, General Affairs Dept.
October 2014
Director, Executive Operating Officer,
Senior Manager, General Affairs Dept. and Human
Resources Dept.
Director, Senior Executive Operating Officer ,June 2016
Responsible for General Affairs and Human Resources,
Senior Manager, Human Resources Dept. (to present)(Significant concurrent positions)
EIZO Agency Corporation, President & CEO
EIZO Display Technologies (Suzhou) Co., Ltd., Director[Reasons for the election of the candidate for Director]
Mr. Yuichi Murai has been responsible for managing the Group based on a
wealth of experience and, as the Director mainly responsible foradministrative departments, has implemented initiatives to ensure
appropriate and improved management, including those for strengthening
and promoting compliance, thereby contributing to its enhanced corporate
value. He has been nominated as a candidate for Director because theCompany expects that he will continue to contribute to the further growth of
the Group by appropriately executing his duties and supervising corporate
management as a Director.

5Career summary, positions and responsibilities at the Company(Significant concurrent positions)

Candidate No.3

Name (Date of birth)
Tsutomu Tanabe(December 12, 1944)
Reappointment

December 1997
June 2001
June 2004
August 2008
June 2016

Senior Executive Director*Senior Executive Director*Executive Vice President*Executive Vice President & CFO
Director, Senior Advisor (to present)*Representative Director(Significant concurrent positions)-

Number of shares of theCompany held
66,100 shares
Attendance at the Boardof Directors meetings
8 out of 8

[Reasons for the election of the candidate for Director]
Mr. Tsutomu Tanabe has provided beneficial opinions and proposals in orderto help promote the future stability of the Group’s businesses based on a
wealth of experience as a Director and broad knowledge of accounting andfinance, thereby contributing to its enhanced corporate value. He has been
nominated as a candidate for Director because the Company expects that hewill continue to contribute to the further growth of the Group by fairly andappropriately supervising its corporate management.

Note: There are no special interests between any of the above candidates for Director and the Company.

6

Proposal 2: Continuation of Policy on Countermeasures to Large-Scale Acquisitions of theCompany’s Shares
The Company obtained shareholders’ approval for the Policy on Countermeasures to Large-Scale
Acquisitions of the Company’s Shares (Takeover Defense Plan) (hereinafter, the “Existing Plan”) at its
49th Ordinary General Meeting of Shareholders held on June 23, 2016, and the Existing Plan has been
continued since that day. During the effective term of the Existing Plan, which is to expire at theconclusion of this General Meeting of Shareholders, the Company has been examining the Existing Plan,taking into consideration factors such as subsequent revisions to relevant laws and regulations andchanges in social and economic circumstances, based on the belief that the Existing Plan needs to be
updated as part of the efforts to increase corporate value and serve shareholders’ common interests.
As a result of the examination, the Company resolved at its Board of Directors meeting held on May 16,
2019 to continue the Policy on Countermeasures to Large-Scale Acquisitions of the Company’s Shares
after making partial amendments to the Existing Plan subject to the approval of this Shareholders Meeting(the policy on countermeasures following the amendments is hereinafter referred to as the “Plan”).
At the Board of Directors meeting described above, all seven Directors, including three independent
External Directors, agreed to the Plan.
For details of the Plan, see Attachment 1.
<Major Changes from the Existing Plan>
・Limit the period during which Large-Scale Acquirers are requested to provide information to “nomore than 60 days from the day following the date of provision of the Initial Information List by theCompany’s Board of Directors to the Large-Scale Acquirer
・Limit requirements for triggering countermeasures, in cases in which the Large-Scale Acquisition
Rules are complied with, to the so-called “four types of takeovers set forth by the Tokyo High
Court” and “coercive two-tiered tender offers.”
・A resolution by a General Meeting of Shareholders is required for triggering countermeasures.
However, “if non-compliance with the Large-Scale Acquisition Rules is apparent,”
countermeasures may be triggered by resolution of the Company’s Board of Directors without
being required to propose the same to the General Meeting of Shareholders.
・Limit countermeasures to “gratis allotment of stock acquisition rights.”
The major shareholders of the Company as of March 31, 2019 are as shown in Attachment 2. We would like to
add that, as of today, the Company has not received any proposal or the like for a large-scale acquisition of shares of
the Company.
We believe that it is appropriate to confirm the opinions of our shareholders for the continuation of the Plan
given its significance; therefore, under this Proposal, we seek Shareholders’ approval for the continuation.
If this Proposal is approved by a majority vote of the shareholders attending this General Meeting of
Shareholders, the Plan will continue until the conclusion of the Ordinary General Meeting of Shareholders
pertaining to the last business year ending within three years from the conclusion of this Shareholders Meeting.

7

<Reference> Summary of the Plan
Major Items
Large-Scale Acquisition
Information Provision
PeriodBoard Evaluation Period

Description

Relevant
Provisions

Large-scale purchases of the Company’s shares constituting 20% or more
III 3.
of the voting rights
No more than 60 days from the day following the date of provision of the Initial
Information List by the Company’s Board of Directors to the Large-Scale
III 3. (2)Acquirer(Additional information shall be also requested within this period)
No more than 60 days from the day following the date on which theInformation Provision Period ends (however, an extension of up to 30 days III 3. (3)is allowed)

Composition and dutiesof the Independent
Committee(As of the continuationof the Plan)

・3 independent External Directors
・Deliberate and resolve matters consulted by the Company’s Board of
Directors, including whether a Large-Scale Acquirer has complied with III 2.
the Large-Scale Acquisition Rules and whether it is appropriate to
trigger countermeasures, and make recommendations to the Company’s
Board of Directors.

Countermeasures

Gratis allotment of stock acquisition rights

Requirements fortriggeringcountermeasures

Decision-making
organization for
triggeringcountermeasures

Effective term

III 4. (1)・So-called “four types of takeovers set forth by the Tokyo High Court”
and “coercive two-tiered tender offers”
III 4. (2)(3)
・ If the Large-Scale Acquirer does not comply with the Large-Scale
Acquisition Rules
・After proposing the matter to a General Meeting of Shareholders, thematter is to be decided by the Board of Directors based on the Meeting’s
resolution
・If non-compliance with the Large-Scale Acquisition Rules is apparent, III 4. (2)(3)
countermeasures may be triggered by resolution of the Company’s
Board of Directors without proposing the same to the General Meetingof Shareholders.
3 years (until the conclusion of the Ordinary General Meeting of
III 4. (5)Shareholders to be held in June 2022)

Note: This table was created by excerpting major items of the Plan for ease of understanding.
For specific details, see the text of Attachment 1.

8

(Attachment 1 of Proposal No. 2)

Policy on Countermeasures to Large-Scale Acquisitions of the Company’s Shares(Takeover Defense Plan)I.

Basic Policy on Persons Who Control Decisions on the Company’s Financial and Business
Policies (the “Basic Policy”)

The Company’s Board of Directors, which allows the shares of the Company to be traded freely as alisted company, does not necessarily deny so-called “hostile takeovers”, which are carried out withoutobtaining the approval of the Company’s Board of Directors, if such takeovers contribute to theinterests of the Company and its shareholders. We believe that whether or not to sell shares of theCompany in response to any large-scale acquisition by a specific person should ultimately be left tothe judgement of our shareholders.
On the other hand, the operation of the Group, which engages in manufacturing business, requires
extensive know-how and abundant experience in every aspect of its activities, including planning,development, manufacturing, sales and service activities, and a sufficient understanding of therelationships the Company has built with its customers, business partners, employees and otherstakeholders is essential for such operation. This means that an insufficient understanding of suchmatters when deciding the Company’s financial and business policies may possibly damage future
shareholder value realizable by shareholders.
In addition, in the case of a large-scale acquisition by a specific person, we believe that sufficient
information, including the details of the acquisition, its impact on the Company’s corporate value, andexistence of any alternative proposal to the acquisition, should be provided to our shareholders in orderfor them to make appropriate decisions as to the pros and cons of the acquisition.
To this end, the Company’s Board of Directors considers it necessary for the protection of theinterests of the Company and its shareholders as a whole to establish a set of reasonable rules onacquisitions of shares of the Company that would cause the percentage of the acquirer’s voting rights
to constitute 20% or more of the Company’s voting rights, for the purpose of the purchaser’s provision
beforehand of necessary and sufficient information for our shareholders to make their decisions in thecase of such a purchase (such rules are hereinafter referred to as the “Large-Scale Acquisition Rules”).
II.

Effective Use of Company Assets, Formation of an Appropriate Corporate Group andOther Special Measures for Realization of the Basic Policy

In addition to those described in III below, the Company is implementing the following special
measures for the realization of the Basic Policy.
1. Initiatives to increase corporate value
Since its foundation in 1968, the Company has developed, produced and sold world-leading highquality and high-reliability visual products, leveraging its strength in visual technologies. Moreover,further building upon and developing the technologies, information, know-how and the like it has
gained through these activities, it, as a “Visual Technology Company”, provides ideal products andsystem solutions according to the needs of markets and customers.
These businesses of the Company have gained high recognition in Healthcare, Creative Work andV&S (Vertical & Specific) markets, as well as for B&P (Business & Plus) products. Going forward,
we will continue to provide products and system solutions, leveraging the technical and development
9capabilities we have built up over the years as well as advancing the development of products that meetthe needs for each market, and focus on the expansion of business areas. In addition, we will strive tosatisfy our customers by enhancing coordination among our group companies in and outside Japan infunctions such as development, production and sales and by creating added value through enhanced
service systems and providing solutions, taking advantage of our comprehensive strength.
As for the Amusement market, the operating environment is increasingly adverse and competition isintensifying. To respond to such an environment, we will deepen cooperation with our partners(customers, suppliers), while simultaneously creating a flexible production system that is responsive
to demand, and strengthening planning capabilities and improving efficiency in software development.
Under the 6th Mid-Term Business Plan commencing in FY 2018 (three-year plan; hereinafter, the“Mid-Term Plan”), we uphold ”Creating a Growth Engine” for the future and are presently working
on it. Until now, we have operated a business with visual “display” technologies at its core. Under
the Mid-Term Plan, however, we aim to further expand our business domain and create new markets
by providing total solutions with a growth engine of “Imaging Chain Innovation,” encompassing
image-related processes of “capturing,” “recording,” “distributing” and “displaying.”
Additionally, we will execute mergers and acquisitions where necessary in order to expand, andstrengthen the competitiveness of, the Group’s business and acquire know-how, technologies and thelike that would produce strong synergy with the Company’s technologies.
We believe that the abovementioned measures are in line with the Basic Policy described in I above
because they would increase the corporate value of the Group, which in turn would reduce the risk ofthe emergence of a large-scale acquirer that significantly harms the interests of our shareholders as awhole.
2. Initiatives to enhance corporate governance
The Company transitioned to a company with an audit and supervisory committee in June 2016 todrive speedy and flexible decision-making as well as to increase the transparency of management bystrengthening the Board of Directors’ audit and oversight functions. The Company’s Board of
Directors is composed of three Directors who are not Audit and Supervisory Committee Members andfour Directors who are Audit and Supervisory Committee Members. Three of the latter are External
Directors. The Company designated these three External Directors as Independent Directors as set
forth by the Tokyo Stock Exchange and registered them as such at the Exchange. With the independent
External Directors accounting for one-third of the total number of Directors, the composition the
Company’s Board of Directors ensures the objectivity and effectiveness of its audit and oversightfunctions.
We will continue to make improvements on an ongoing basis so that we can establish an optimum
governance structure, capturing changes in social situations and the Company’s operating environment.
III. Measures to Prevent the Company’s Financial and Business Policy Decisions from Being
Controlled by Persons Deemed Inappropriate under the Basic Policy
The Company puts in place measures to prevent a person deemed inappropriate under the Basic
Policy from controlling the Company’s financial and business policy decisions by establishing theLarge-Scale Acquisition Rules based on the Basic Policy described in I above and requiring a person
who intends to carry out such a large-scale acquisition to comply with the Large-Scale Acquisition
Rules. Putting together these measures, the Company sets forth its Policy on Countermeasures toLarge-Scale Acquisitions of the Company’s Shares (hereinafter, the “Plan”) as follows.
101. Purpose of the Plan
The Company carries out the initiatives described in II above and drives investor relations activities toenable its shareholders and investors to know the appropriate value of shares of the Company. In the caseof a sudden proposal for a large-scale acquisition, however, it is not easy for the shareholders to decide in ashort period of time whether the acquisition price of the Company’s shares proposed by the acquirer isappropriate. In such a situation, the provision of appropriate and sufficient information by both the largescale acquirer and the Company’s Board of Directors is essential.
In addition, to manage the Group, which executes businesses like those described in II above,
extensive know-how and abundant experience as well as a sufficient understanding of the relationships
it has built with its customers, business partners, employees and other stakeholders in and outside Japan
are indispensable. An understanding of these matters is also indispensable for shareholders toappropriately judge corporate and shareholder value realizable in the future.
Therefore, information such as the impact of a large-scale acquisition and the details of the management policy
and business plans upon the large-scale acquirer’s envisaged participation in the management of the Company,
including its policy on relationships with stakeholders, is also an important determinant for shareholders whoare considering to continue to hold shares of the Company in examining the pros and cons of such holding.
Similarly, we believe that the opinions of the Company’s Board of Directors on the large-scale acquisition are
also important determinants for the shareholders’ decision.
Given the above, the Plan ensures that, in the case of a large-scale acquisition, the Company’s shareholders
are provided in advance by the large-scale acquirer sufficient information necessary for them toappropriately judge the pros and cons of the acquisition and to secure opportunities for the Company’s
Board of Directors to evaluate, examine, negotiate, form opinions on, and present an alternative proposal
to, the large-scale acquisition. This framework enables shareholders to make the ultimate decision onwhether to accept the acquisition after examining the proposal by the large-scale acquirer and, if theCompany’s Board of Directors has proposed an alternative, the alternative proposal while referring to theopinions of the Company’s Board of Directors. The Plan thereby aims to prevent any acquisition that is
detrimental to the Company’s corporate value and, in turn, the common interests of its shareholders.
Given that the current Japanese stock market and legal system allow one to gain a controlling stake in acompany by acquiring its shares, the possibility of the occurrence of an abusive corporate buyout still cannot
be ruled out. We are aware that it is management’s responsibility to prevent such an improper buyout, which
may be detrimental to corporate value. Moreover, we believe that the Plan is needed also from theperspective of securing an environment for the Company to concentrate all of its management resources on
efforts to increase its corporate value.

2. Establishment of the Independent Committee
The Company establishes the Independent Committee, an organization that is independent from its Board of
Directors, to secure objectivity and rationality in making decisions under the Plan on whether a large-scaleacquirer has complied with the Large-Scale Acquisition Rules, whether the large-scale acquisition would
significantly damage the Company’s corporate value and, in turn, shareholder value, and whether to trigger
countermeasures. (For an overview, see Exhibit 1.) The Independent Committee will have at least threemembers, who shall be appointed by the Company’s Board of Directors from persons such as External
Directors, attorneys, certified public accountants, academic experts, persons well-versed in investmentbanking operations, and corporate management executives with proven track records. It was resolved at theBoard of Directors meeting held on May 16, 2019 to appoint the three persons described in Exhibit 2 as
members of the Committee. The resolution is subject to shareholder approval at this General Meeting of
Shareholders for the continuation of the Plan.
11

The Company’s Board of Directors shall consult the Independent Committee and respect its
recommendations to the maximum extent when deciding whether the large-scale acquirer has complied with
the Large-Scale Acquisition Rules, whether the large-scale acquisition would significantly damage theCompany’s corporate value and, in turn, shareholder value, whether or not to trigger countermeasures and thelike. The Independent Committee will deliberate and resolve matters consulted by the Company’s Board of
Directors, obtaining, at the Company’s expense, advice from financial advisers, certified public accountants,
attorneys and other specialists and requesting the Company’s Directors, employees and other relevant persons
to attend its meetings to provide explanations of required information. Based on the resolutions, the Committee
shall make recommendations to the Company’s Board of Directors.
3. Details of the Plan
In the case of purchases of the Company’s shares (Note 3) targeting 20% or more of the voting rights(Note 2) by a specific shareholder group (Note 1), or purchases of the Company’s shares that would resultin 20% or more of the voting rights being held by a specific shareholder group (in either case, excluding
those with the prior consent of the Company’s Board of Directors, and regardless of the specific methodsof purchase including market transactions and tender offers; hereinafter, such purchases are referred to as“Large-Scale Acquisitions” and persons who implement such acquisitions are referred to as “Large-Scale
Acquirers”), the Company will require compliance with the following Large-Scale Acquisition Rules.
The Large-Scale Acquisition Rules set forth by the Company’s Board of Directors (1) require Large-Scale
Acquirers to provide necessary and sufficient information in advance to the Company’s Board of Directors
and (2) allow the commencement of Large-Scale Acquisitions only after the Company’s Board of
Directors consents to the acquisition proposal or resolves not to trigger countermeasures.
(1) Submission of a declaration of intent
If a Large-Scale Acquirer intends to implement a Large-Scale Acquisition, it must first submit to theCompany’s President & CEO a declaration in Japanese of its intent to comply with the Large-Scale
Acquisition Rules, specifying the Large-Scale Acquirer’s name, address, law under which it was founded,
representatives’ names, contact in Japan, and outline of the Large-Scale Acquisition to be proposed.
(2) Provision of information
The Company’s Board of Directors shall deliver to the Large-Scale Acquirer, within 10 business days
after the receipt of the declaration of intent, a list of information initially required to be provided by theLarge-Scale Acquirer (hereinafter, the “Initial Information List“), and the Large-Scale Acquirer shallprovide sufficient information in Japanese that is necessary for the Company’s shareholders to make theirdecision and for the Company’s Board of Directors to form its opinions (hereinafter, the “Required
Information”). If the information initially received is found to be insufficient as a result of carefully
examining the information, the Company’s Board of Directors will request the Large-Scale Acquirer tosubmit additional information until the Required Information is in place. In light of eliminating arbitrary
implementation by the Company’s Board of Directors, the period during which the Large-Scale Acquirer
must reply to the request from the Company’s Board of Directors (hereinafter, the “Information Provision
Period”) shall be no more than 60 days from the day following the date of provision of the Initial Information
List by the Company’s Board of Directors to the Large-Scale Acquirer. Even if the information provided
up to that point in time is insufficient, exchanges with the Large-Scale Acquirer shall be discontinued upon
the expiration of the Information Provision Period, and the Board Evaluation Period defined later in thisPlan shall begin.
12

While the specific details of the Required Information differ depending on the attributes of theLarge-Scale Acquirer and the details of the Large-Scale Acquisition, the general items are as
follows.
(i) Overview (including information on the lines of business, capital structure, andexperience in the same types of businesses as those of the Company and its Group) of
the Large-Scale Acquirer and its group (including joint holders, quasi-joint holders andpersons in special relationships)(ii) The purpose and details of the Large-Scale Acquisition (including the amount ofconsideration for the acquisition, feasibility of the acquisition and related transactions)(iii) Basis for calculation of the consideration for the acquisition of the Company’s sharesand details that support the source of funds for the acquisition (including specific namesof the provider of funds (including substantive providers of funds), procurement methods,
and details of related transactions)(iv) Envisaged management candidates (including information on their experience and thelike in the same types of business as those of the Company and its Group), management
policy, business plan, financial plan, capital policy, dividend policy, measures to utilize
assets, and the like after participating in the management of the Company and its Group(v) Existence and details of any changes expected to be made after the completion of the LargeScale Acquisition regarding the relationships between the Company and its Group and theircustomers, business partners, employees and other stakeholders
The Company shall disclose, at the point in time deemed necessary, the fact that the Large-Scale
Acquisition has been proposed as well as the Required Information submitted to the Company’s Board of
Directors, either in whole or in part, if such disclosure is deemed necessary for the shareholders to maketheir decisions. In addition, if the Company’s Board of Directors decides that the provision of the Required
Information has been completed, the Board shall promptly disclose the same.
The Information Provision Period shall end on its expiration date or the day on which theCompany’s Board of Directors discloses that the provision of the Required Information has been
completed, whichever comes first.
(3) Period of evaluation by the Board of Directors
The Company’s Board of Directors shall set a necessary period, which shall be no more than 60days from the day following the date on which the Information Provision Period ends, forevaluation, examination, negotiation, formation of opinions, and development of an alternative
proposal by the Board (hereinafter, the “Board Evaluation Period”). A specific period shall be set
according to the level of difficulty of evaluating the Large-Scale Acquisition, including the
purpose of acquisition, types of consideration, and the methods of acquisition. If necessary, theperiod may be extended up to 30 days after consulting the Independent Committee and respecting
its recommendations to the maximum extent. The Large-Scale Acquisition shall be commenced
after the Company’s Board of Directors consents to the acquisition proposal or resolves not totrigger countermeasures following the Board Evaluation Period. During the Board Evaluation
Period, the Company’s Board of Directors shall sufficiently evaluate and examine the Required
Information submitted, obtaining the advice of external specialists, and compile and publish
opinions of the Board. In addition, if necessary, the Board of Directors might negotiate with theLarge-Scale Acquirer to improve the terms of the Large-Scale Acquisition and present analternative proposal to its shareholders.

13Note 1: Specific shareholder group means:(i)

A holder (including those deemed as a holder under Article 27-23(3) of the Financial Instruments and Exchange Act;the same shall apply hereinafter) and a joint holder of the holder (meaning a joint holder prescribed in Article 2723(5) of the same Act, including a person deemed as a joint holder under paragraph 6 of the same Article; the same
shall apply hereinafter) of the Company’s share certificates, etc. (meaning share certificates, etc. prescribed in Article
27-23(1) of the same Act), and a person who has a relationship similar to a holder-joint holder relationship with theholder or a joint holder of the holder (hereinafter, such a person is referred to as “Quasi-joint Holder”), or(ii) A party that conducts a purchase, etc. (purchase, etc. as prescribed in Article 27-2(1) of the same Act, including
those made on a financial instruments exchange market regardless of whether they are by way of auction) of theCompany’s shares, etc. (share certificates, etc. as prescribed in Article 27-2(1) of the same Act), and a party in a
special relationship with the party conducting such purchase, etc. (a party in a special relationship as prescribedin Article 27-2(7) of the same Act.)
Note 2: Percentage of voting rights means:(i) In the case of a specific shareholder group falling under (i) of Note 1, the total percentage of (a) sharecertificates, etc. held by the holder (meaning the holding ratio of share certificates, etc. prescribed in Article
27-23 (4) of the same Act; in this case, the number of share certificates, etc. held by joint holders of the holder(meaning the number of share certificates, etc. held as prescribed in the same paragraph; the same shall apply
hereinafter) shall also be considered in the calculation) and (b) share certificates, etc. held by Quasi-joint
Holders of the holder (however, the number of share certificates, etc. held that are overlapping between (a) and(b) shall be excluded in adding up (a) and (b); or(ii) In the case of a specific shareholder group falling under (ii) of Note 1, the sum of the share certificates, etc.
held by the Large-Scale Acquirer and persons in a special relationship (meaning the ownership ratio of sharecertificates, etc. prescribed in Article 27-2 (8) of the same Act.
When calculating the holding ratios of share certificates, etc. and ownership ratios of share certificates, etc., the total
number of voting rights (meaning that prescribed in Article 27-2 (8) of the same Act) and the total number of sharesissued (meaning that prescribed in Article 27-23 (4) of the same Act) in the annual securities report, quarterly securities
report or share buy-back report, whichever was most recently submitted, may be referred to.
Note 3: The term shares means share certificates, etc. prescribed in Article 27-23 (1) of the Financial Instruments andExchange Act.

4. Policy on responding to a Large-Scale Acquisition(1) Specific details of countermeasures
The countermeasure to be taken under the Plan shall be gratis allotment of stock acquisitionrights. Its overview is as described in Exhibit 3.
(2) If the Large-Scale Acquirer complies with the Large-Scale Acquisition Rules
If the Large-Scale Acquirer complies with the Large-Scale Acquisition Rules, even if the Board
is against the Large-Scale Acquisition, the Company’s Board of Directors, shall limit its action to
persuading its shareholders by expressing dissenting opinions regarding the proposal for theLarge-Scale Acquisition and presenting an alternative proposal, and in principle, shall not takecountermeasures against the Large-Scale Acquisition. The shareholders shall decide whether or
not to accept the proposal by the Large-Scale Acquirer after considering the proposal for theLarge-Scale Acquisition as well as the opinions, alternative proposal and the like presented by theCompany’s Board of Directors.
However, even in cases where a Large-Scale Acquirer complies with the Large-Scale Acquisition
Rules, if the Large-Scale Acquisition is deemed to significantly damage the Company’s corporate
value and its shareholders’ interests as a whole with the actions listed below intended, theCompany shall propose the triggering of countermeasures by promptly calling a General Meeting14

of Shareholders in accordance with the provisions of laws and regulations after disclosing theacquisition proposal, as well as opinions, an alternative proposal and the like presented by theCompany’s Board of Directors in response to the acquisition proposal. If the proposal on thetriggering of countermeasures is approved at the General Meeting of Shareholders, the Company’s
Board of Directors will resolve to trigger the countermeasures or, if the proposal is rejected, notto trigger the countermeasures.
(i) Buying up shares and demanding that related parties of the Company buy the shares at ahigh price(ii) Taking control of the Company temporarily and engaging in its management to realize
profits for the Large-Scale Acquirer to the detriment of the Company, such as acquiring
important assets and the like of the Company at a low price(iii) Appropriating the Company’s assets as collateral for, or resources for the repayment of,debts of the Large-Scale Acquirer and its group companies or the like(iv) Temporarily taking control of the Company’s management, disposing of high-value
assets and the like not currently relevant to the Company’s business, and using theproceeds from the disposition to distribute temporarily high dividends, or selling sharesat a high price by watching for the opportunity of a surge in the share price caused by
the temporarily high dividends.
(v) Instead of offering to purchase all shares in the first purchase, purchasing shares such as
in a tender offer for which the terms of the second stage purchase are set
disadvantageously or are not clarified
In order to secure the objectivity and rationality of the examination and decision as to whether
the Large-Scale Acquisition is detrimental to the Company’s corporate value and its shareholders’interests as a whole and the like, the Company’s Board of Directors shall consult the Independent
Committee without fail on the propriety of taking exceptional countermeasures after taking into
consideration the Large-Scale Acquirer and the specific details of the Large-Scale Acquisition(including the purpose, methods, scope, types and amount of consideration) as well as the impactof the Large-Scale Acquisition on the Company’s corporate value and its shareholders’ interests
as a whole. The Independent Committee shall make recommendations on the matter consulted.
These recommendations shall be published and the Company’s Board of Directors shall respectsuch recommendations to the maximum extent.

(3) If the Large-Scale Acquirer does not comply with the Large-Scale Acquisition Rules

If the Large-Scale Acquirer does not comply with the Large-Scale Acquisition Rules, regardless of thespecific methods of acquisition, the Company’s Board of Directors might trigger countermeasures against
the Large-Scale Acquisition for the purpose of protecting the Company’s corporate value and its
shareholders’ interests as a whole. As to the examination and decision on whether the Large-Scale
Acquisition Rules are complied with, whether countermeasures should be triggered and the like, the Boardof Directors shall submit a proposal to a General Meeting of Shareholders after disclosing the acquisition
proposal as well as opinions, an alternative proposal and the like in response thereto, obtaining the adviceof external experts and respecting the recommendations of the Independent Committee to the maximum
extent. The Board of Directors shall adopt its resolution based on the Meeting’s resolution.
In examining whether the Large-Scale Acquisition Rules are complied with, if the Company’s
Board of Directors confirms apparent non-compliance with the Rules, it might trigger
countermeasures by its resolution without proposing the matter to a General Meeting of
Shareholders. “Apparent non-compliance with the Large-Scale Acquisition Rules” refers to cases
15like the following.
(i) The Large-Scale Acquirer commences or continues a Large-Scale Acquisition without
providing the Company with a declaration of intent, in violation of the provisions in III 3.
(1) above(ⅱ) Case in which the Large-Scale Acquirer does not provide the Required Information
described in III 3. (2) above (including cases that are deemed to be equal to cases in which
the Required Information is in effect not provided when providing information in responseto the Initial Information List and any additional request by the Company, such as where
no information in (i) through (v) in III 3. (2) above is provided, but excluding cases inwhich the Large-Scale Acquirer has rational reasons for not being able to provide theRequired Information; the Required Information shall not be deemed not to have been
provided just because part of the information requested by the Company’s Board of
Directors has not been provided.)(ⅲ) The Large-Scale Acquirer does not comply with the demand of the Company’s Board of
Directors to suspend the Large-Scale Acquisition despite the fact that the Board has neither
consented to the Large-Scale Acquisition nor resolved not to trigger countermeasures
In the case of triggering countermeasures by resolution of the Company’s Board of Directors,
the Company’s Board of Directors will promptly disclose to that effect.
(4) Suspension after triggering countermeasures
After the decision to take the exceptional countermeasures under III 4. (2) above or thecountermeasures under III 4. (3) above, the Company might cancel the countermeasures orsuspend the triggering thereof, respecting the recommendations of the Independent Committee tothe maximum extent, if the Large-Scale Acquirer withdraws or makes changes to the Large-Scale
Acquisition or changes arise to the facts based on which the decision on whether or not to trigger
countermeasures was made, and the triggering of the countermeasures is no longer deemed
appropriate in light of securing and enhancing the Company’s corporate value and the common
interests of its shareholders. The countermeasures will be canceled or the triggering thereof will
be suspended, provided that such cancellation or suspension takes place by the day before thecommencement of the exercise period of the stock acquisition rights allotted by the triggering of
the countermeasures.
In the case of such cancellation of countermeasures or suspension of the triggering thereof, theCompany’s Board of Directors shall promptly give notice to that effect.
(5) Commencement of application and effective period of the Plan
The Plan, subject to the condition precedent of approval by shareholders at this General
Meeting of Shareholders, shall become effective on the date of such approval, and the effective
period of the Plan shall be until the conclusion of the Ordinary General Meeting of Shareholders
pertaining to the last business year ending within three years from the conclusion of such
Meeting.
However, even during the effective period of the Plan, if a proposal to abolish the Plan is approved at
a General Meeting of Shareholders of the Company or if its Board of Directors resolves to abolish thePlan, the Plan shall be abolished at that point in time. In addition, the Plan might be revised during theeffective period of the Plan with the approval of a General Meeting of Shareholders of the Company.
In such case, the fact of abolition or the details of the revision shall be promptly disclosed.
If it becomes necessary to reflect any new establishment, revision or abolition of laws and16regulations, rules of financial instruments exchanges and the like during the effective term of thePlan, the meanings and the like of the provisions and terms in the Plan may be, upon considering
their intent, read as appropriate with replacements to the extent reasonable or revised byresolution of the Company’s Board of Directors. In such case, the details of the revision shall bepromptly disclosed.
5. Impact on Shareholders and Investors(1) Impact of the Large-Scale Acquisition Rules on shareholders and investors
The Large-Scale Acquisition Rules are aimed at providing information necessary for the Company’s
shareholders to decide whether or not to respond to a Large-Scale Acquisition and the opinions of theCompany’s Board of Directors currently engaged in the management of the Company, as well as
securing opportunities for the shareholders to receive alternative proposals. The Company believes
that this enables the shareholders to make an appropriate decision as to whether or not to accept theLarge-Scale Acquisition based on sufficient information, which in turn protects the interests of theshareholders as a whole. Therefore, the establishment of the Large-Scale Acquisition Rules would
serve as the basis for the Company’s shareholders and investors to make appropriate investment
decisions, thereby contributing to the interests of the shareholders and investors.
In addition, the effectuation and continuation of the Large-Scale Acquisition Rules would not cause
any direct and specific impact on the legal rights and economic interests of the shareholders andinvestors because the gratis allotment of stock acquisition rights will not be implemented unlesscountermeasures are triggered.
(2) Impact on shareholders and investors when countermeasures (gratis allotment of stockacquisition rights) are triggered
In the case of implementing the gratis allotment of stock acquisition rights as exceptionalcountermeasures under III 4. (2) above or countermeasures under III 4. (3), the framework ofsuch countermeasures is not expected to cause any particular harm to the legal rights andeconomic interests of shareholders (excluding the Large-Scale Acquirer that is the subject of thecountermeasures).
The procedures for shareholders concerning the issuance of stock acquisition rights are as follows.
Regarding the issuance of stock acquisition rights, shareholders need to pay a fixed amount of money
within a designated period to acquire shares by exercising stock acquisition rights. In cases where theCompany issues stock acquisition rights with acquisition provisions that allow the Company to acquire
stock acquisition rights in exchange for the delivery of the Company’s shares, if the Company’s Boardof Directors decides to acquire stock acquisition rights, the Company may deliver its shares to theshareholders as consideration for the acquisition of the stock acquisition rights by the Company without
the need for the payment of the amount to be paid when exercising the rights. The details of suchprocedures will be separately given notice of in accordance with laws and regulations when a decision ismade to actually issue stock acquisition rights.
Even after the shareholders who should receive the allotment of stock acquisition rights are
finalized, if the cancellation of countermeasures or suspension of the triggering thereof is decidedin accordance with the procedures described in III 4. (4) above, the Company might, during theperiod up to the effective date of the stock acquisition rights, cancel the allotment of stockacquisition rights and, after the allotment of stock acquisition rights, acquire the stock acquisitionrights without consideration by the day before the commencement of the exercise period of the17stock acquisition rights. In such case, no dilution of per-share value arises. Therefore, investors
who traded in the Company’s shares on the assumption that dilution of the per-share value would
occur may possibly suffer a loss due to fluctuations in the share price.

IV. Reasonableness of the Plan
Since the Plan is designed with consideration given to the points stated below, the Company believes
that the Plan is in line with the Basic Policy described in Ⅰ above, not detrimental to shareholders’common interests and not intended for maintenance of positions of the Company’s executives.

(1) Satisfaction of requirements of the Guidelines Regarding Takeover Defense
The Plan complies with the three principles set forth by “Guidelines Regarding Takeover
Defense for the Purposes of Protection and Enhancement of Corporate Value and Shareholders’Common Interests” released by the Ministry of Economy, Trade and Industry and the Ministry ofJustice on May 27, 2005 and is based on “Takeover Defense Measures in Light of Recent
Environmental Changes” released by Corporate Value Study Group on June 30, 2008.
(2) Respecting shareholder intention
As described in III 4. above, the triggering of countermeasures under the Plan is based on a
General Meeting of Shareholders’ resolution, except for the cases stated in (3) below.
Additionally, the continuation of the Plan is subject to the approval of the shareholders attending
this General Meeting of Shareholders, and there is a so-called sunset provision that specifies aneffective term of about three years for the Plan.
Furthermore, even during the effective term of the Plan, as described in III 4. (5), the Plan canbe revised or abolished by resolution of a General Meeting of Shareholders. The Plan can beabolished also by resolution of the Company’s Board of Directors; therefore, the intention ofshareholders is reflected through the election of Directors who are not Audit and Supervisory
Committee Members, whose term of office is one year.
As stated above, a framework is in place for reflecting shareholder intention regarding thetriggering of countermeasures and the continuation of the Plan.
(3) Restricting discretionary triggering of countermeasures by the Company’s Board of
Directors
The cases in which the Company’s Board of Directors may trigger countermeasures without
proposing the same to a General Meeting of Shareholders are limited to “cases in which noncompliance with the Large-Scale Acquisition Rules is apparent” as described in III 4. (3) above.
Even in such a case, the Company’s Board of Directors is to consult the Independent Committee,
while obtaining the advice of external experts, and respect the recommendations of the Committee
to the maximum extent in examining and deciding whether the Large-Scale Acquirer has compliedwith the Large-Scale Acquisition Rules and whether countermeasures should be triggered.
(4) Respecting judgment of highly independent external persons
In implementing the Plan, the Company establishes the Independent Committee composed of
persons such as External Directors, attorneys, certified public accountants, academic experts,
persons well-versed in investment banking operations, and corporate management executives with18

proven track records, as described in III 2. above.
The objectivity and rationality of the Plan’s implementation are secured as a framework is inplace for the Company to consult the Independent Committee and respect its recommendations to
the maximum extent when deciding whether a Large-Scale Acquirer has complied with the LargeScale Acquisition Rules, whether the Large-Scale Acquisition would significantly damage theCompany’s corporate value and shareholder value, and whether or not to trigger countermeasures.
The Independent Committee may obtain, at the Company’s expense, advice from financial
advisers, certified public accountants, attorneys, consultants and other specialists.
(5) Not a dead-hand or slow-hand takeover defense plan
The Plan can be abolished at any time by the Board of Directors composed of Directors elected by aGeneral Meeting of Shareholders of the Company; thus, the Board of Directors comprising Directors
elected by a new composition of shareholders can abolish the Plan. Therefore, the Plan is not a dead-handtakeover defense plan (a takeover defense plan whose triggering cannot be prevented even by replacing
a majority of the Directors on the Board). In addition, the term of office of Directors of the Company is
one year for those who are not Audit and Supervisory Committee Members and two years for those who
are Audit and Supervisory Committee Members, as prescribed by laws, and therefore the Plan is not aslow-hand takeover defense plan (a takeover defense plan that requires time for preventing its triggering
because the Directors cannot be replaced all at once).

19

Exhibit 1
Outline of the Independent Committee Rules

1.
2.

The Independent Committee shall be established by resolution of the Company’s Board of Directors.
The Independent Committee shall have at least three members who shall be appointed by resolution of theCompany’s Board of Directors from persons who are independent from the management engaged in thebusiness execution of the Company and fall under any of the following items:(1) External Directors;(2) Attorneys;(3) Certified public accountants;(4) Academic experts;(5) Persons well-versed in investment banking operations; or(6) Corporate management executives with proven track records.

3.

The term of office of Independent Committee members shall be until the expiration of the effective periodof takeover defense plans; provided, however, that this shall not apply if otherwise provided for by resolutionof the Company’s Board of Directors.

4.

The Independent Committee shall, in principle, deliberate and resolve the following items and makerecommendations to the Company’s Board of Directors on the content of such resolution, attaching thereasons thereof. Each member of the Independent Committee is required to make such a decision in view ofwhether it contributes to the Company’s corporate value and its shareholders’ interests as a whole and must
not solely aim for the personal interests of the Company’s Directors.
(1) Whether or not the Large-Scale Acquirer has complied with the Large-Scale Acquisition Rules(2) Whether the Large-Scale Acquisition by the Large-Scale Acquirer would significantly harm theCompany’s corporate value and shareholder value as a whole(3) Whether or not to trigger countermeasures(4) Whether to cancel or suspend triggered countermeasures(5) Other matters regarding which the Independent Committee is consulted by the Company’s Board of
Directors among the matters that should be judged by the Board of Directors

5.

When adopting a resolution under the preceding paragraph, the Independent Committee shall strive tocollect necessary and sufficient information, and the Committee may, at the Company’s expense, obtain theadvice of independent third parties (including financial advisors, certified public accountants, attorneys,
consultants and other experts).

6.

Meetings of the Independent Committee shall be convened by the President (if the position of President isvacant or the President is unable to act, another Director shall act on his or her behalf in accordance with theorder predetermined by the Board of Directors) and by Committee members.

7.

In principle, a resolution of the Independent Committee shall be adopted by a majority vote of its memberspresent at its meeting at which all of its members excluding those who have a special interest are present;
provided, however, that if there are unavoidable circumstances, the resolution may be adopted by a majority
vote of its members present at its meeting at which a majority of its members are present.
20

Exhibit 2
Names and Career summary of Independent Committee Member Candidates
Masaaki Suzuki(Date of Birth: May 21, 1947)

April 1971

Joined Nippon Kangyo Bank, Ltd. (Dai-Ichi Kangyo Bank, Ltd.

June 1999

Dai-Ichi Kangyo Bank, Ltd., Director, Senior Manager, Sales Division VII

May 2001

Managing Executive Officer

April 2002

Mizuho Corporate Bank, Ltd., Managing Executive Officer

as of October 1971, Mizuho Financial Group, Inc. currently)

March 2003

Mizuho Bank, Ltd., Managing Executive Officer

November 2004

NIPPON TOCHI-TATEMONO Co., Ltd., Senior Managing Executive Officer

June 2005

Hokuetsu Pulp Co., Ltd., Managing Director

June 2009

Hokuetsu Package Co., Ltd., President & CEO

June 2011

NIPPON TOCHI-TATEMONO Co., Ltd., Counsellor

June 2012

External Director of the Company

June 2016

External Director of the Company (Audit and Supervisory Committee
Member) (to present)

Atsushi Inoue(Date of Birth: October 7, 1948)

April 1973

Joined Murata Manufacturing Co., Ltd.

July 2001

Vice President

June 2003

Board Member, Vice President

June 2005

Board Member, Executive Vice President

June 2010

Board Member, Senior Executive Vice President

June 2011

Senior Executive Vice President, Director of Device Business Unit

June 2012

Executive Counsellor

June 2012

External Corporate Auditor of the Company

June 2016

External Director of the Company (Audit and Supervisory Committee
Member) (to present)

Hiroji Takino(Date of Birth: June 20, 1958)

April 1981

Joined The Hokuriku Bank, Ltd.

June 2013

Executive Officer, Deputy Head of Ishikawa Regional Business Division andGeneral Manager of Kanazawa Branch

June 2016

Managing Executive Officer, Head of Fukui Regional Business Division andHead of Nagoya-Osaka Regional Business Division

April 2018

Managing Executive Officer

June 2018

External Director of the Company (Audit and Supervisory Committee
Member) (to present)

June 2018

Hokutate Co., Ltd., President & CEO (to present)(Notes) 1. Messrs. Masaaki Suzuki, Atsushi Inoue and Hiroji Takino are External Directors who are Audit and Supervisory
Committee Members of the Company. The Company designated these three External Directors as Independent
Directors as set forth by the Tokyo Stock Exchange and registered them as such at the Exchange.
2. There are no special interests between any of them and the Company.

21

Exhibit 3
Outline of Stock Acquisition Rights
1. Methods of allotting stock acquisition rights
Stock acquisition rights shall be allotted to shareholders recorded in the final shareholder registry on therecord date designated by the Company’s Board of Directors at a ratio of one right per common stock of
the Company owned by the shareholders (excluding the common stock owned by the Company) without
requiring a new payment.
2. Class and number of shares underlying the stock acquisition rights
The class of shares to be delivered upon the exercise of the stock acquisition rights shall be shares of the common
stock of the Company. The total number of shares to be delivered upon the exercise of stock acquisition rights
shall be no more than the number obtained by subtracting the total number of shares issued (excluding commonshares owned by the Company) from the total number of shares authorized to be issued. The number of shares tobe delivered per stock acquisition right upon exercise (hereinafter, “Number of Subject Shares”) shall be thenumber separately set forth by the Company’s Board of Directors. However, required necessary adjustments shallbe made if the Company conducts a stock split or stock consolidation of its shares.
3. Total number of stock acquisition rights to be issued
The total number of stock acquisition rights to be issued per allotment shall be the same as the total
number of shares issued (excluding the number of common stock owned by the Company) as of the endof the record date designated by the Company’s Board of Directors. The Company’s Board of Directors
might allot the stock acquisition rights in multiple times.
4. Amount to be paid in upon the exercise of each stock acquisition right
The amount of money to be paid in upon the exercise of each stock acquisition right shall be as stipulatedby the Company’s Board of Directors, which shall be at least 1 yen.
5. Restrictions on the assignment of stock acquisition rights
The acquisition of stock acquisition rights by way of assignment shall require the approval of the Company’s
Board of Directors.
6. Exercise terms, acquisition provisions of stock acquisition rights
In principle, a person who belongs to a specific shareholder group that holds at least 20% of theCompany’s voting rights may not exercise the stock acquisition rights. In addition, a person who does
not submit a prescribed document to confirm that the person does not belong to a specific shareholder
group (excluding persons from which the Company has not requested the submission of such a
document) may not exercise the stock acquisition rights (hereinafter, such exercise terms shall bereferred to as “Exercise Terms”). Further details shall be set forth separately by the Company’s Boardof Directors.
As for acquisition provisions, the Company might set forth provisions that allow the Company to acquire
stock acquisition rights held by shareholders other than those who are not permitted to exercise their stockacquisition rights under the Exercise Terms, providing one share of the Company’s common stock perstock acquisition right as consideration for such acquisition. In addition, in the case of acquiring stockacquisition rights held by persons who are not permitted to exercise the same under the Exercise Terms,
cash shall not be delivered as consideration therefor. Further details shall be set forth separately by theCompany’s Board of Directors.
7. Effective date of the allotment of stock acquisition rights and exercise period therefor
The date on which the allotment of stock acquisition rights comes into effect and the exercise period for the stockacquisition rights shall be separately stipulated by the Company’s Board of Directors.
22

(Attachment 2 of Proposal No. 2)
Major Shareholders of the Company

The major shareholders of the Company as of March 31, 2019 are as follows.
Number of

Shareholding

shares held

percentage

thousand shares%

Japan Trustee Services Bank, Ltd. (Trust Account)

2,786

13.07

The Master Trust Bank of Japan, Ltd. (Trust Account)

1,369

6.42

The Hokuriku Bank, Ltd.

836

3.93

The Hokkoku Bank, Ltd.

794

3.73

Hiroshi Murata

670

3.15

Sumitomo Mitsui Trust Bank, Limited (Trust Account Kou No. 10)

655

3.07

Hiroaki Corporation, Ltd.

567

2.66

Hazuki Corporation, Ltd.

567

2.66

EIZO Employee Shareholding Association

418

1.96

BBH (LUX) FOR FIDELITY FUNDS-JAPAN AGGRESSIVE

417

1.96

(Notes)Treasury stock (1,410,709 shares) was excluded for the calculation of shareholding percentages.

- 23 -

(Attachment 3 of Proposal No. 2)(Reference Document)
Flow Chart of the Plan

Emergence of an acquirer intending to obtain 20% or more of the shares

Compliance with the Large-Scale
Acquisition Rules

Non-compliance with the Large-Scale
Acquisition Rules
Failure to submit

Submission of a declaration of intent
by the Large-Scale Acquirer

Provision of the Initial Information Listby the Company’s Board of Directors
Provision of the Required Informationby the Large-Scale Acquirer (No morethan 60 days)

Evaluation by the Board of Directors(No more than 60 days, extension of
up to 30 days)
Publication of opinions andalternative proposals

Not triggering is judged appropriate

Consult

AdviseNon-submission of the Required
Information(including failure substantiallyequivalent to non-submission of theRequired Information)

Independent
Committee examines
whether or not totrigger thecountermeasure

Consult

Board of Directors
examines the triggeringof the countermeasure

AdviseClear violation of the Large-Scale
Acquisition Rules

Board of Directors decides whether or
not to trigger the countermeasure

Triggering is judged appropriate

General Meeting of Shareholders votes
on the proposal for triggering thecountermeasure
Approved

Rejected

Board of Directors resolves not totrigger the countermeasure

Board of Directors resolves andpublishes the triggering of thecountermeasure

Large-Scale Acquirer can carry out theacquisition

Gratis allotment and exercise of stockacquisition rights

Note: This chart illustrates the flow of the Plan for ease of understanding.
For specific details, see the text of Attachment 1.

- 24 -